Spiderman: Revenge
by Jullian Mortimer
Summary: This story is set within a unique continuity that is separate from the comics or movies. Peter Parker has been Spiderman for five years. In that time he has faced many enemies and overcome many challenges. Now, as a mysterious threat is targeting Oscorp, Peter must scramble to unravel a deadly conspiracy.
1. Chapter 1

Chapter 1

New York City - the true capitol of the United States of America. Arguably the single greatest city in all the world. Home of the Yankees, Museum of Natural History, Central Park, and the Statue of Liberty. A place where people with dreams go in the hopes of becoming famous, and where so few of them ever manage to accomplish those very dreams. It's the kind of city that eats someone alive if they're unprepared.

As he gazed upon New York from his seat on the plane his mind was set ablaze with all that he would be doing in the next few weeks. He set that aside though and admired the beauty of the city. He was arriving at night while the skyline glowed like a symphony. Millions of lights coming together to form something more, a complete picture that made up more than the sum of its parts. There was a lot to be gained from a proper appreciation of such concepts. To see the greater scheme of things was important, and he had learned that lesson well. In the past he'd been no more than a pawn, a small and sacrificial piece to someone else's plans. That was not the case this time. Now he had the plan and no one would stop him.

They had taken everything from him. He no longer knew who he was, where he had been born, or what his life used to be like. When he looked in the mirror his face was unrecognizable. He wasn't even sure how he was supposed to appear. All he knew was that the face staring back in the mirror was not his own. Whoever he used to be, whether he was human or not, that was certainly no longer the case. Norman Osborn had seen to that.

Norman Osborn had created a monster and then abandoned it. After giving Norman everything, thinking himself willing to follow Osborn into greatness. But when the plan unraveled, when Spiderman had stopped them, who took the fall? Osborn disavowed all knowledge of the plan, and left him to fend for himself. After what they had done this resulted in a dark cell with absolutely no human contact. It was enough to drive a weaker man mad.

With five long years in that cell he had plenty of time to think. To find creative ways to use this power, and to use it for his own ends. That's when his ideas for revenge began to take shape, and he learned the truth about himself - he was no longer a mere pawn. He had become something more, something significant. He was special. And now the world was going to realize it. They were all going to pay for what had happened five years ago: Norman Osborn, George Stacy, Curt Connors, Ethan Callahan, and Spiderman. They were all going to pay, and so would the city that they all loved so very much. New York itself was just as much a part of his plan.

His first step in revenge, returning to New York City, was already complete…

Peter Parker had been Spiderman for five years now, and there were times when he honestly deluded himself into thinking that he was getting the hang of things. Back in high school it felt impossible to balance saving people with his obligations to his normal life. Between Gwen, Aunt May, homework, and money troubles it had all felt so incredibly overwhelming. More than once over the years his uncles words had brought Peter great measures of comfort and the strength to endure inhuman hardships. Wisdom from beyond the grave, there were days that it seemed like Ben was living on through the advice that he'd given Peter while he was still in this world.

Sure, there were still ups and downs. Gwen had left him because he kept too many secrets, the Daily Bugle was still guided by Jameson into printing some pretty harsh words, and his friendships with Mary-Jane and Harry were on the rocks - but at least none of the people that he cared about were in mortal peril anymore. As tough as things might be in the short term, Peter felt himself to be pretty fortunate when looking at the big picture. He had a little money in the bank, a stable gig as Spiderman's personal photographer, and hadn't seen a random psychopath with superpowers in at least six months. For a while it seemed like they were popping up faster than he could knock them down.

Now he was out on patrol as Spiderman, scanning the city for threats both big and small as he often did. He actually had some free time tonight, and overall things seemed quiet. He stopped a mugging or two, but in the end the typical thug took him all of ten seconds to incapacitate. At this point it was downright routine.

A scream snapped Peter out of his train of thought and he turned his gaze to the east. Swinging towards the sound, he rounded a corner to see where the cry had come from. The moment he did, that familiar feeling came over him: his spider-sense was alerting him to danger. Before he fully comprehended what was happening the web line snapped and he was tumbling towards the ground at an alarming speed. Thrusting his other hand towards the sky, Spiderman shot another string of webbing, and managed to narrowly avoid hitting the pavement.

There was a loud crash, all in he split second that had passed, and his attention briefly turned to see that a flying piece of debris is what had broken his webbing. It already collided with an adjacent building, and his gaze shifted around to see that the flying girder came from a considerable explosion. One of the many giant buildings of the New York skyline was ablaze, with people running down the streets in panic.

Spiderman saw that the firefighters were already there and doing their jobs admirably, but the higher floors of the building were impossible to reach. Which made them his territory. Launching himself in before he could think about it, Spiderman landed on the unstable rooftop and found one of the many holes created by the building's partial collapsing. He made his way down floor by floor, the smoke making him dizzy as he did. The building was mostly empty and it seemed like there wasn't anyone inside.

What worried him most was the scope of the fire. The entire building was engulfed in flames from top to bottom. It was only a matter of time before the structural integrity gave way, and the building collapsed. If it fell downwards perfectly then there would be minor danger, but what were the odds that would happen? Architects were paid very well to ensure such things, but the laws of physics implied one simple thing would always happen - Spiderman would always have the worst luck possible. Trusting this instinct he ran towards one of the windows and leapt out, using a web line to pull himself onto the rooftop across the street.

He kept his eyes on the building for a few seconds. The layout of the block and the street was perfect for his idea, and he only hoped he didn't run out of web before he could pull off his plan. Running along the parallel building, Spiderman aimed at one of the corners of the burning structure's roof and let the webbing fly. After it connected, he continued his sprint, jumping from rooftop to rooftop. Every chance he got he would send another line of web to the towering inferno, trying to stabilize the upper stories. Slowly but surely he encapsulated the entire top floor in web, creating a makeshift cocoon. With that finished, he connected that cocoon to the various buildings around. Just in time, too.

The building began to collapse. The webs kept it from falling any way except downwards, causing it to implode rather than slam into any neighboring skyscrapers. Most of the firefighters had escaped, but there was still a single team that stayed too near the falling structure.

Spiderman jumped off the roof and began to zip towards them as fast as he could. Flaming pieces of wreckage were falling to the ground, forcing him to weave in and out of their way as he made it to the firefighters. In a single smooth motion he used his free hand to connect a web to each man. Then he pulled them all to safety. Every one of them jerked a little as he tugged them out of the way, but he wagered they'd be happier with some scrapes and bruises - since the alternative was having a building fall on them.

When Spiderman landed, it was only then that he noticed the logo on the side of the building - Oscorp. This building belonged to Norman Osborn, which lead to the question - how does an entire building go up in flames so quickly?

A man of Norman Osborn's caliber never worked normal business hours. Success required more than a schedule from morning to afternoon, it required dedication at all times. When Norman got a call in the middle of the night he was only half-asleep. His hand found the smartphone beside his bed and he brought it to his ear out of reflex. Without thinking, he said, "Yes?"

"Excuse me, Mr. Osborn, but we have a situation," one of his many employees informed him.

"What is it?" he began to wake up a little more, and was now sitting up in his bed.

The young woman, who Norman believed was named Vicki, went on, "The Lexington offices have burnt down, and the fire marshal has informed us that it was most likely arson."

This put an end to Norman's grogginess. Fully focused he replied, "Are there any suspects?"

"No, but the fire marshal wanted to ask you a few questions," she explained. "Was there any significant reason someone would want to target the building?"

"Absolutely none," Norman lied, and mixed it with a little truth, "All we kept there were old records and data. Nothing that would be of use to anyone."

The young woman went on to suggest. "Shall I make an appointment for you to talk with the marshal tomorrow morning?"

"Yes of course," Norman sighed, "Thank you." He hung up the phone without another word, not needing to deal with a formal goodbye.

It was true that there were only records kept in that building, but years ago it had served an alternative function. A function that there was no longer any evidence of, of course. It was fruitful grounds for Norman to launch his own investigation though. It would be a nightmare if the mainstream media learned a single thing about Project Titan from five years earlier. The gears began to turn in Norman Osborn's mind as he considered the true implications of this disaster.

Someone was sending him a message, and it was received loud and clear.

To be continued…

Author's Notes: Thank you for reading! If you've enjoyed this, and want further updates, then you should check out my official Facebook page and blog! Don't forget to leave reviews – reviews help make people into better writers.

julliangmortimer

Cover Art by Sean Anders  
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	2. Chapter 2

Chapter 2

It had been a very long night, and by the time Peter Parker made it home he found himself exhausted. He lived in an apartment on the eighth floor of a dingy little red brick building. The rent was modest and the placement of the apartment made it very easy for him to sneak in and out. When he came into his window and took off his costume, it was stained with sweat and smelled awful.

There were several rips and tears thanks to the fire and shrapnel, and the smell of smoke would be permanent. He had multiple backup costumes, luckily. It seemed like one super villain or another was always more than happy to make a new tear, so he found it handy to have extras already lined up. Peter kept them hidden in a small trunk beneath his bed.

For tonight, though, Spiderman was finished. It was time for Peter to get some well deserved sleep, after a much-needed shower. He finished taking his costume off, leaving him in nothing but boxer briefs, and crumpled it into a ball. He'd dispose of it the same way he got rid of all his other costumes when they weren't salvageable - burn it. All he wanted right now was to clean up and get a little sleep before his morning classes.

Of course, as if the very thought could summon another distraction, there was a knock at his door. Peter grabbed a pair of sweatpants quickly and pulled them on before he ran to see who it was. Glancing in the peephole was the one person that he didn't expect. Outside of Peter Parker's tiny one-bedroom apartment was none other than Gwen Stacy.

It had only been a couple of months since they last spoke, but she still managed to look even more beautiful than Peter remembered. She'd gotten a haircut in the intervening time. Once-long blond hair was now trimmed down much shorter, but it hadn't lost its shimmering golden quality. Her blue eyes were haunting, the kind of eyes that stayed with a man for years. She was dressed very strangely and it took Peter a moment to recognize the uniform.

He opened the door right away, and Gwen flashed him that mischevious smile of hers. She exclaimed excitedly, "Tomorrow's my first day!" There she stood, in the uniform of a New York City cop.

Peter's jaw dropped a little, and Gwen walked in before he could say anything. Eventually he said, "You finally did it, huh?"

"All that hard work's really paid off, yeah," Gwen laughed. "And all I could think to do was come here and see my ex-boyfriend. A little sad isn't it?"

"Are you kidding?" Peter couldn't believe his ears. "I'm so happy for you!"

Despite how tired he was, mustering up enthusiasm for her was easy. Back in high school Gwen had been on the honor roll, and well on her way to being valedictorian (Peter was her only real competition). Things changed with the sudden appearance of superhumans, though. After her mother was killed, Gwen turned her attention towards learning to protect people. For years Peter had been there and watched her grow, eventually finding her dream of becoming a police officer. Now here she was, about to start living the life she wanted. That's half the reason Peter had left her alone - he wanted her to live a normal life.

Gwen watched Peter as he shut the door. There was a sadness in her eyes, one that he couldn't ignore. He was physically incapable of it. Walking closer, Peter went to embrace Gwen, but she took a step back. "Don't," she barely managed to say, "Look, Peter… you were a really big part of my life, and I wanted you to know about this. I'm not here to get back together or anything like that."

"Sorry," Peter tried his best to smile, "Old habits die hard, you know?"

"Yeah, I know," Gwen's smirked at him, and it made Peter feel just a little lighter. "Were you at the gym or something? You smell terrible." She held back a laugh.

Nodding, Peter figured it was a good idea to go along with her idea, "That's it, exactly. Got a really good workout."

"Well get showered," she ordered, "And then get back out here. I feel like celebrating. Let's go for a drink."

"Huh?" Peter was appropriately dumbstruck. "But I though you said-"

"It's just for tonight," Gwen's smile didn't fade for even a second, "Now go get washed up, okay?"

Peter was at a loss for words, but maybe that was for the better. This was the best thing to happen in his life for quite a while, and when he talked he tended to screw things up. For as witty and sharp as he could be when he was Spiderman, Peter Parker was still a bit of a verbal klutz when it came to normal human interaction. Instead of talking he just did as he instructed, and went to clean himself up. He silently hoped, the entire time, that Gwen wouldn't notice the crumpled costume on the floor.

George Stacy sat alone in his home with all the lights turned off. His daughter was off celebrating her graduation from the academy, which left him with time to think. His excitement for her had made it impossible for him to sleep, and tomorrow she was going to begin working under him to help protect the great people of New York City. He sat in a comfortable rocking chair with the scotch he only ever took out on special occasions. Slow sips allowed him to savor it, and he wondered what tomorrow would be like.

The phone rang, very unusual for such a late hour, and he answered quickly. "This is Stacy," his voice was gruff.

"Captain Stacy," the person on the other end of the line was unfamiliar. "Good to hear your voice. It's been so very long."

"And who am I speaking with?" Stacy attributed his lack of recognition to the late hour, and the fact that he was currently nursing his third drink.

But a genuine sense of menace came as the man went on, "Oh come now, names are such a… trivial thing. Truth be told, I don't even know if my name would do you an ounce of good. I don't exist anymore, at least not officially."

With more authority, George said again, "Who is this?"

"Just an old friend," the man chuckled, and something about the laugh made George's skin crawl. "I'll be in touch very, very soon."

There was a distinct click, and then a dial tone. George hung up the phone, unsure of what had just happened. All he knew for sure was that this was bad news, one way or the other.

To be continued…

Author's Notes: Thanks for continuing to read! There is quite a bit more. For updates on this (as well as other stories) be sure to go "Like" my official Facebook page. You will also find lots of other fun things there, such as contests and prizes. The link can be found in my profile! Also, if you liked what you read, or had constructive criticism, then feel free to leave a review.


	3. Chapter 3

Chapter 3

After years of going around the country fighting for various causes, Senator Ethan Callahan was now impervious to jetlag. He was so used to it that it no longer registered. Personally, if he had his choice of superpowers, he felt Spiderman more or less had it made.

Something about that was mildly depressing to Callahan. He didn't have a family, all of his friends were fellow politicians, and so all that Callahan really had was his job. A series of causes that began with him, a series of fancy hotel rooms and higher company, all leading to an eventual deathbed mourned by no one.

But that wasn't likely to change anytime soon. He'd done a lot of good for people, even if the fight wasn't so exciting. That fact kept him asleep at night.

After his arrival in New York, which saw the usual parade of media interest at the airport, Callahan checked into his hotel. On the news there was a story about him and his upcoming meeting with Norman Osborn. Ever since that incident five years ago, it had become Callahan's personal crusade to make Norman Osborn pay for the things that had taken place. The man was good at covering his tracks, and the cause was slow in moving forward, but he had a feeling he was making progress - why else would Mr. Osborn be wanting a meeting? Truth be told, it was more likely going to devolve into some form of negotiation, an attempt to pay Callahan off. One that wasn't going to work.

It had been a long and eventful night. There was still one final piece of work that needed to be done though. Senator Callahan needed to stay in town. If the meeting between Callahan and Osborn was over quickly, then Callahan would leave the city by the end of the day -and that simply would not due. But how to delay a man with such a busy schedule? Taking civilian hostages was sloppy, and would attract far too much attention. No, Callahan needed to have a more "subtle" level of pressure applied to him. And if the plan called for spending the night with a beautiful woman, after getting out of prison, then so much the better.

He had found the young woman near his hotel. She was an aspiring actress that had fallen on difficult times. Now she made ends meet by working as an escort on occasion.

The news had offhandedly mentioned which hotel the senator would be staying in. This made it all the more simple to frame him. He brought the woman to that very hotel. He'd come ahead of time to book the room, but with this attractive thing at his side nobody even recognized him. She was a few inches taller than him with flowing dark brown hair. Her dress clung just a little too tightly, with the skirt a bit high and the neckline a bit low. It didn't look bad on her at all, but he wouldn't deny that the effect was trashy. Such was the downside of a hooker though.

The two of them got on the elevator, and a smile crossed his face.

Curt Connors was, despite a few missteps along the way, a good man. That mantra had been repeated in front of the bathroom mirror several times in the years since he worked for Norman Osborn. While Osborn lead Curt down a dark path, and was instrumental in his corruption, Curt had taken personal responsibility for the things he'd done in the name of science. He resigned once he saw the damage they caused and was spending the remainder of his days working to heal. Every last bit of his research, for the rest of his life, would be for the good of mankind.

He began to shave, hoping to put such distasteful memories away. It took a little extra time for him to get ready every morning, an unfortunate result of only having one arm. It was important to Curt that he remain humble. He had seen too many scientists, ones who started off as good men, become monsters because of hubris. The limitations of his amputated limb kept Curt human.

Once dressed he had a simple and peaceful breakfast with his wife and son. Then he got into the car and drove to work. After leaving Oscorp he'd found a very fulfilling career in teaching. Through the university he was presently doing work on tissue regeneration in the hopes of helping burn victims and furthering the science of skin grafts by decades. So far it had been a series of dead ends, but Curt had the distinct feeling that he was drawing nearer and nearer to a breakthrough.

The drive into the city was a pleasant one. At first Curt had been resistant to the idea of buying a house in the suburbs, but every day he grew a little more happy with the slower pace of things. Living without the noise of the city gave him the chance to get much more restful sleep, the lower crime rate guaranteed he never run into Spiderman again, and the neighbors were all very kind and normal people. Curt had forgotten what it was like to interact with everyday people.

A traffic jam slowed him down once he found his way to the city, but Curt didn't mind. He tried to look ahead, but whatever happened was too far away for Curt to see clearly. It appeared to be some kind of accident or fire, but things were probably well under control.

Eventually the traffic began to move. Starting and stopping randomly, and then after a little more time it was all in a single slow and smooth motion. A few blocks down Curt finally saw what had caused the delay. A building had burnt down, and the various emergency crews were still working to clear the streets. At first this meant little to Curt, aside from a cursory hope that nobody was hurt, but that changed once he realized exactly which building had come down. His blood went cold.

Curt took out his cell phone and dialed a number he had hoped to never dial again. He called Norman Osborn.

A long night saving people turned into an even longer night on the town with Gwen Stacey. The sun was rising by the time Peter got back home. He briefly wondered if Gwen would have the energy to actually show up for her first day. Then he remembered that he had his own classes to attend, prompting a mad scramble to get ready.

When Peter rushed out the door his hair was still messy, he was gargling mouthwash, his socks didn't match, and he still hadn't destroyed his damaged Spiderman costume. It was only when he was halfway down the stairs of his building that he realized he'd forgotten to lock the door, forcing him to rush back up and then leave in even more of a hurry. At least it gave him the chance to spit his mouthwash into the sink.

The run from his apartment building to the university campus was a long one. A normal person couldn't manage it, but Peter Parker was anything except normal. Class was only just beginning when he snuck into the lecture hall. Peter did his best impression of a ghost as he slipped into one of the seats near the back.

Dr. Curt Connors taught a course on molecular biology. It all tied in with his research to alter the way humans react to GVH, graft versus host disease. He was a man with the figure of a scarecrow, his one arm skinny and his legs just as frail, with thinning hair and exhausted eyes. He wore thick-rimmed glasses, and was clearly missing his right arm. The lecture hall was built like an auditorium, rows of seats descending dramatically like a pit of knowledge and learning. Peter usually liked to sit towards the middle. Today he lurked in the back and did his best to pay attention as Connors gave his lecture.

After class was over, Peter began walking back to his apartment. He'd already decided to skip his afternoon class and take a nap. But he only made it as far as the picnic area, a grassy knoll in the middle of the campus, when someone stopped him.

"Hey Pete!" the familiar voice of Harry Osborne called.

Peter turned around, surprised by the informal tone. The last time he and Harry talked, things got a little heated. That's how it usually went when two friends were interested in the same girl. The worst part was that, ultimately, neither of them got Mary Jane Watson. She apparently hadn't been thrilled by the idea of damaging Peter and Harry's friendship.

Harry ran up with enthusiasm. When he saw the confusion on Peter's face, he clearly started to hesitate. Things were appropriately awkward by the time they were next to each other.

"Harry…" Peter scratched the back of his neck uncomfortably.

"Friends?" Harry asked, doing his best to sidestep a lengthy conversation.

Peter was more than happy to oblige, "Friends."

"Great. Because you have to get your best suit ready. My dad's throwing some big party tonight, and I will literally die if I don't have some backup."

"_Literally _die?" Peter repeated in disbelief.

"Metaphorically. Whatever. Are you in?" Harry asked.

Peter smiled, "Sure, why not?"

"Great!" Harry smirked.

"What is your father celebrating?" Peter asked.

Harry shrugged, "Originally he was trying to welcome senator Callahan. Now it's more of a victory party."

Peter was clearly confused, "A victory party?"

"Yeah," Harry explained, "The senator got arrested today."

To Be Continued…

Author's Note: Thank you for reading! Nothing terribly new to report. Please review, and if you enjoyed it then take the time to go check out my author page! You can find the link to it in my profile. Chapter 4 will be on the way in December!


	4. Chapter 4

**Chapter 4**

The news about Senator Callahan hit Peter like a ton of bricks. Between that and the Oscorp fire, he knew something much worse had to be at play now. Coincidences like that were rare when it came to Norman Osborn.

This meant that there was one very important stop to make before he could go to the party with Harry - Spiderman had to investigate the hotel room where the murder took place. If there was one thing that he knew, it was that Callahan had been framed. The Senator only compromised his morals once in his entire life, and that had been to keep a dangerous criminal from winding up on the streets of New York.

Normon Osborn was involved in that incident as well. A connection that Peter would not forget anytime soon.

As Spiderman, he swung his way through downtown Manhattan. It didn't take him long to arrive at the hotel and land on the balcony of the murder scene. It was a large building, sleek and sexy, clearly the kind of hotel where very important people stayed. Callahan's room was near the top floor.

Peter checked the sliding glass door of the balcony. Unlocked. The police probably hadn't expected anyone to try and enter from that route, considering the fact that the room was on the twenty-first floor. He felt momentarily glad that they weren't thinking of spider-proofing their crime scenes. It made his life substantially easier.

The first thing he noticed about the room was that it was really more of a suite. Half the floor had been allocated for it, with multiple doors to other rooms and all the bells and whistles one would expect for a VIP guest. The balcony lead into a living room styled area with ornate carpeting, a television, and a couch that looked more expensive than an entire months rent for Peter. He saw a restroom, a kitchen in the opposite corner, and a set of double doors that had been left open, leading to the bedroom.

The bedroom is where the murder had taken place. Peter entered it and looked around, left to right. There was blood. A lot of blood. Peter had to hold back a sick wave of nausea. He ducked out, feeling a little dizzy. This was probably the worst crime scene he'd ever seen.

Images of the blood smeared everywhere invaded Peters mind. It was on the walls, the bed, and pooled in various spots on the floor. Nearly every surface of the room had been painted red. The scent of death and rotten meat hung heavily in the air.

Why? That wasn't a murder scene. That was a message. A big, flashy display of power. It didn't make any sense. Someone like Senator Callahan had too much to lose. What would motivate him to kill someone in such a bombastic manner? It made absolutely no sense.

Peter left the hotel room and began to websling through the city. The fresh air helped clear his head. It also got rid of the putrid smell lingering in his nostrils. The further he got from the room, the more certain he was of one thing - Senator Callahan had been framed.

A new breed of criminal would always require any number of new concessions to be made. This was an astute fact. When men existed with the strength of a tank it became quite important to build more sturdy prisons. That was the general philosophy behind Meta-Gate, the prison facility created to house the worst superhuman criminals in the country. Meta-Gate was where most of Spiderman's adversaries wound up.

Built on an artificial island in the New York Harbor, Meta-Gate was very difficult to get to. Guards lived in the facility for extended periods, their shifts divided by days instead of hours. The only way into Meta-Gate was to be on the boat for guard shift changes. Anti-aircraft cannons prevented unwanted vehicles from approaching by sky, and were backed by the most powerful radars S.H.I.E.L.D. could develop. Similarly, the island was surrounded by mines in the water, and only officially sanctioned vehicles ever received the layout of the mines (which shifted and moved to different positions twice a day).

None of these fancy security measures mattered though. The intruder strolled onto the shift change boat as if he owned it, and no one stopped him. No one even gave him a second glance. He arrived on the island and began going about his work.

The first step was to assume the identity of a high ranking security guard. This proved easy. He just ambushed the guard when he was in the locker room, getting dressed for his next shift. With the guard dead, and his security card in hand, the time came for phase two.

He went to the main control room and killed every single man there. None of them saw it coming. Shooting men in the back tended to work that way. Then he began to tinker with the various panels and switches until an emergency was declared in Cell Block D. The man turned the intercom on and made an announcement.

"All available guards, report to Cell Block D. Maximum containment necessary."

For the most part, Cell Block D housed the worst of the worst. This is where one found the criminals such as Shocker, Mysterio, and Scorpion. Even so, this was not the intruders ultimate destination. This was the diversion. With another flip of a switch, every cell in Block D opened.

The guards had their hands full very quickly. For every criminal that required their technology to be dangerous, like Shocker or Mysterio, there were also the criminals who were dangerous all on their own, such as Morbius and Scorpion. Not even the automated defense systems could hold back the tide of chaos.

The intruder watched his work on the security cameras, not without a certain sense of satisfaction. But if he waited too long then the window of opportunity would close. With a casual stroll he sauntered down the hallways of Meta-Gate, a swagger in his step and a whistled tune on his lips.

Before long, he arrived at his true destination - the special jail cell composed entirely of adamantium. It was a very important cell for one of the most difficult-to-contain criminals in the world. The intruder continued to whistle as he used his stolen keycard to open the door.

Aleksei Sytsevish was one of the few people who had known the intruder before the experiment. He was also one of the few men that understood his pain. Aleksei had signed up to be a lab rat for Normon Osborne with the promise of power. He ended up being eternally trapped in a suit of armor that had fused to his body. At this point he had become far more famous by his nickname - Rhino.

When the cell opened, Rhino walked out. He was clearly suspicious. Then he saw the intruder.

"Who are you?" Rhino's accent remained thick, despite nearly a decade away from Russia.

The intruder smiled, "An old friend."

Peter arrived to the party both late and underdressed. His best suit was an old tweed jacket, well worn white buttoned top, and jeans. The bowtie was the only flourish he could manage on his current budget. Compared to the rampant tuxedos and Armani pieces, he looked humble at best and ratty at worst.

The soirée was taking place at the penthouse suite on the top floor of Oscorp Tower. A series of balconies lined the outside of the floor and overlooked the city to spectacular results. A pool and garden on the roof could be reached from staircases built into the balconies. Inside the suite was wooden floors and a massive ceiling. From the top hung a diamond chandelier that likely cost more than Peter's impending PhD.

Well over fifty guests were all mingling in tiny little cliques throughout the main hall. A dozen waiters and waitresses worked through the crowd carrying trays of food, mostly small finger foods. Peter recognized a few familiar faces among the crowd - the mayor, the chief of police, a governor or two. Even worse, he spotted a handful of high ranking members of organized crime, the kind of men he usually tried to put in prison when he wore a mask. Finally he locked eyes with Harry, who was standing beside his father and looking bored as the elder Osborn told some other men a story. As soon as Harry saw Peter he excused himself and came over.

"Glad you could make it," Harry declared with a smile. He patted Peter on the shoulder, "The food is almost as bad as the company, just to warn you."

Peter grinned, and replied wryly, "In that case I'm so glad you invited me."

Harry began walking. His hand on Peter's shoulder forced Peter to keep step. Harry was leading him somewhere.

"You're about to be even more glad," Harry said. The smile on his face was way too satisfied. Peter grew suspicious quickly. Not all danger set off his spider-sense.

"What's going on, Harry?" Peter asked. He got his answer within seconds.

Harry had brought Peter to the far side of the room, where a set of open double doors lead to one of the balconies. Outside he saw Mary Jane Watson talking to an older woman, likely the wife of another guest. MJ was wearing a stunning green dress that Peter needed a minute to fully process. Her luscious red hair went down in wavy cascades nearly to her hips. Her makeup was subtle, bringing out hints of color without seeming like too much. Crimson lipstick matched her hair, making her mouth look entirely kissable. MJ was gorgeous at any given time, but in a slinky cocktail dress there was just no stopping her.

They weren't within earshot of MJ just yet. This would be the only chance to clear the air.

"I…" Peter felt flabbergasted. "What are you doing, Harry?"

Harry didn't waste any time getting to the point, "I invited you both here so you could patch things up. I know that… look, we both went after her, and we both lost her. We almost lost our friendship too. But you two belong together. So go get her, Pete."

There was no hiding the stunned look on Peter's face. He was thoroughly and genuinely moved.

"Harry… thank you…" was all he could think to say.

"You owe me one," Harry smirked. "Now get out there."

That was all the encouragement that Peter needed. He made his way onto the balcony. A small breeze added a chill to the air. The woman had left MJ. Now the young model was sitting alone staring out at the sweeping view of New York City. The moonlight illuminated the scene starkly. It made MJ look like some sort of beautiful dream. Suddenly Peter felt incredibly nervous. Why were women scarier to him than super villains?

Peter swallowed his fear and went to stand next to MJ. The scent of her perfume sent a wave of desire up his spine and nearly shut his brain off.

"Peter…" MJ said. She sounded relieved, nervous, surprised, and happy.

"Hey," he said. Trying to be cool.

MJ smiled, "So Harry is trying to set us up, huh?"

"It looks like it," Peter admitted. "Look, MJ…"

"I'd like to start over," she cut him off.

"Start over?"

"Yeah," MJ began. Then she explained, "I'm not saying that I don't feel something, but things got very complicated before. So why don't we start as friends again. See where it goes from there."

Peter would have been lying if he claimed not to be a little disappointed. At the same time, it made a lot of sense. And MJ was right - things had become very intense before. The triangle between her, Peter, and Harry was difficult. It only got worse when Peter's double life as Spiderman entered the picture.

Peter offered his hand. MJ shook it. They both laughed at the gesture and then went in for a hug. This proved to be a bit of a mistake.

To the best of his knowledge, Peter hadn't intended to kiss her. As far as he recalled he'd only intended to hug her. But their lips met and the rest of the world began to fade away. Memories of a hundred other kisses flooded into Peter's mind with vivid detail. All of them paled in comparison.

A loud explosion stole his attention away and killed the moment. A long ways off, somewhere in the center of Manhattan, something terrible was happening. A billowing cloud of smoke crossed the skyline.

"Looks like someone needs you more than I do," MJ said.

The words hit Peter like a truck. How did she know?

"How…?"

"I'll tell you when you get back," she said. Then gave him another quick kiss on the lips. "So much for being just friends. Now… go get 'em, Tiger."

It didn't take long for Spiderman to find the source of the commotion. The plume of smoke in the distance made for a good marker. As he got closer, he started to see increased levels of devastation among the cityscape. Cars were flipped over, chunks of building were ripped out, and a number of policemans corpses were strewn about. His mind suddenly flickered to Gwen and her father, urging him to speed on faster.

When Peter arrived at the source of the commotion he was not surprised. He'd only ever encountered a handful of maniacs capable of a spree on this scale. Rhino was the most obvious one. But how had he escaped from Meta-Gate?

Rhino was stomping down the middle of the street. He looked much larger than Spiderman remembered. Nearly ten feet tall thanks to the armored exoskeleton, a brilliant-if-dangerous combination of nano-technology and tank armor. No standard issue weapon could hope to make a dent in Rhino. Add in enhanced strength and you got the recipe for a walking hurricane.

A row of police cars had formed a makeshift blockade two blocks away. Every single cop there looked nervous, but they lined up bravely and had their weapons trained on the monstrous criminal.

"I'll take it from here, boys!" Spiderman boasted as he swung in, landing between Rhino and the police.

Officially, Spiderman was considered a fugitive. But unofficially, he imagined they were all breathing heavy sighs of relief.

"Just the man I was looking for," Rhino grinned. His heavy Russian accent butchered the words.

"And you couldn't just call? I gave you my number weeks ago!" Spiderman didn't waste any time. He aimed his web shooters straight for Rhino's face, hoping to blind the behemoth.

Rhino raised one arm and caught the web in midair. Peter felt disappointed that Rhino wasn't as stupid as he looked. The giant began to charge. A sadistic grin of anticipation crossed the criminals face.

Spiderman's spider-sense went into overdrive. The sensation alerted him to danger. Even worse, though, it illuminated something else. If he dodged Rhino's attack then the giant mass of metallic armor and muscle would plow straight through the cops. People would die. There was only a fraction of a second to come up with a plan.

The plan sucked, but it was all he could think of. Peter raised each hand in opposite directions at a straight angle and shot out two webs. Then he ran backwards with as much speed as he could manage, pulling the lines taut. When he let his feet leave the ground, the tension snapped. Like a missile, Spiderman flew through the air directly towards the Rhino, feet first.

Every muscle and bone in his body objected when Spiderman collided with Rhino. Any normal man would have been shattered by the impact. Peter mostly just wished he were dead. Rhino flew backwards, his own momentum turned into a weapon by the unyielding clash. Spiderman landed on the ground in a world of blinding pain.

Rhino was already beginning to stand by the time Spiderman could see straight. The colossal man was stomping closer. It would only be a few moments before he was on top of Spiderman, probably beating him to death.

This thought gave Peter renewed motivation to stand. He was wobbly on his feet, but at least he was on them at all. Just as Rhino was about to get into range, Spiderman slung another web. This time he pulled himself upwards and began to put some distance between them and the police blockade. If he didn't get this fight somewhere a little more secluded then there would be no way at all to avoid collateral damage.

"That really hurt, have you gained weight?" Spiderman called behind himself.

Rhino, likely more angered by the escape attempt than the quip, roared his fury and began to give chase.

For his part, Spiderman did his best to keep his pace slow enough for Rhino to follow. This was no easy task - the healthy response to being chased by a huge monster is to actually try and run away. He wasn't trying to escape so much as he was trying to get the fight somewhere a little more deserted. Unfortunately that was a difficult proposition in downtown Manhattan.

Before long his spider-sense went off again. This time he swerved randomly to the side just in time to avoid a "Stop" sign Rhino threw like a javelin. The projectile flew straight into a building and embedded itself like an aluminum nail in a stone coffin.

"At least your aim still sucks," Spiderman slung a web and turned down another street, hoping to use the momentum to get a little more distance. By now they'd arrived at a cross-street where pedestrians were nowhere to be seen. It was probably the best he could hope for in the middle of the city.

Rhino did not bother to turn. Instead he barreled straight through the corner of the building. Brick and glass shattered around the Rhino as he emerged from a cloud of dust. Chunks of concrete exploded outwards in violent fashion. Worst yet, he didn't even slow down. Now he was dangerously close to Spiderman.

There wasn't much else to do. Spiderman hoped the element of surprise would be enough to give him an edge. He turned in midair, twisting at the waist to shoot a web behind Rhino. Then Spiderman pulled as hard as he could, once again charging towards the raging monster. He soared up and over Rhino, landing on his shoulders.

The one weak spot in the Rhino's armor was his face. It was the only area on his body that wasn't covered by metal, and as such it was the only place that Spiderman could punch without running the risk of breaking his hand. With a series of swift blows, Spiderman did his best to knock the giant out. The plan was to end the fight before it escalated any further. But how often did his plans ever work?

Rhino didn't go down, and that brief window of opportunity closed. Neither stunned by surprise nor unconscious from being punched, the Rhino grabbed Spiderman. In his experience this tended to be a very bad thing.

Spiderman was then swung around like a ragged doll. He felt his body slam into lampposts, cars, and the sides of a few buildings. His entire world became a nauseating swirl of pain and motion as the Rhino finally threw him. The inhumanly strong super villain put all of his power into the throw. Spiderman did not stop flying until he collided with a nearby building.

By now this costume was already ruined. Dozens of scrapes and tears in the fabric left Peter feeling surprisingly exposed. A gash on the face of his mask ran parallel with his left cheekbone, blood pouring out of a gash onto his mask.

Peter shook his head, "Is that all you've got?" His voice was barely more than a series of groans and wheezes strung together to form words, barely. He struggled out of the groove in the building that had been created by his body and tried to shake the pain off for a second time. It was only marginally effective.

"I'm gonna feel that in the morning," Spiderman croaked as he walked back to the middle of the street.

Rhino laughed, "Don't worry about it. By morning you will be dead."

Peter hated to admit it, but at this rate, the Rhino might just be right. With great power came great responsibility. What Uncle Ben hadn't mentioned, what Peter had to learn all on his own, was that great responsibility also lead to great sacrifice. With this single thought in mind, Peter Parker charged straight towards the Rhino. If he was going to die then he was going to do it while fighting to protect people. Spiderman would go down swinging.

**To Be Continued**

Author's Note: Whether you liked the story or found it grating, please review! And if you enjoyed it then take the time to go check out my author page! You can find the link to it in my profile. Chapter 5 will be on the way in the first week of January!


	5. Chapter 5

**Chapter 5**

Everything seemed to hang in the air, suspended in time. The world felt entirely still despite the havoc and chaos. After a calm exhale the life of Peter Parker slowed to a crawl. He became brilliantly, unexpectedly, aware of everything around him. Maybe it was his perceptions coming alive thanks to the adrenaline pumping through him, or maybe it was his spider-sense going into overdrive because he was about to get killed - either way, things felt brilliant and potent and strangely beautiful.

Sparks danced along the ground as a power cable, knocked loose when Rhino had thrown Spiderman around, twirled in random coils through the air. Car alarms blasted noise for several blocks after the asphalt vibrated from Rhino's trampling through the streets. Emergency personnel lead frightened civilians away. The police began setting up a perimeter, ensuring that there would be minimal collateral damage when the fight was over.

Assuming that the fight didn't end with Spiderman dying. If he did then the Rhino would continue his rampage, and there was no telling how many innocent people would die.

Spiderman realized that he couldn't let that happen. No matter how exhausted he might be, no matter how much pain he felt, no matter how outmatched he was - as long as there was strength in Peter Parker's body, he had to fight to save everyone he possibly could.

Spiderman and the Rhino charged towards one another. At the last possible second, Spiderman zipped to the left on a web line. This pulled him right out of the path of Rhino's next punch. The Rhino's fist collided with the cement, cracks and splinters shuddering outwards in a blooming circle of property destruction.

In midair, Spiderman sent another blast of webbing towards the Rhino. This time Rhino hadn't anticipated the maneuver. The sticky fluid smashed into his face and blinded him. It also accomplished the intended effect. Rhino couldn't see after the webbing solidified on his face. The armor plating fused to Rhino's body also had a second side effect. His fingers were not capable of delicate work. It made removing the webbing difficult, if not impossible.

This bought Spiderman time. He glanced around at the scene and saw only one way he might be able to make a dent in the Rhino's armor. Spiderman ran towards a nearby stop sign and ripped it out of the concrete. The sound suddenly caught Rhino's attention and the giant charged towards him.

Before Spiderman could react, Rhino batted him to the side. Spiderman barely managed to hold onto the stop sign as he flew through the air and slammed into an abandoned taxicab.

"Didn't see that coming," Spiderman admitted as he wobbled back to his feet. The sound of his voice made Rhino run forward. Just like Spiderman planned.

The blind Rhino didn't see it coming when, with a hard swing, Spiderman slammed the stop sign into the super villains head like a baseball player at the plate. Combined with Rhino's own momentum the attack sent the villain reeling to the side. He collided with another nearby building and disappeared in a haze of rubble and dust.

The vibration from the sign shook along Spiderman's arms. He felt momentarily disoriented, his vision blurring. Spiderman continued to hold the sign even though it was twisted into a gnarled shape.

A series loud cracking sounds came from inside the building. Then Spiderman's spider-sense went crazy as a desk flew straight towards him. He dodged out of the way, dropping the sign to do so.

Seconds later the Rhino emerged from the building. The webbing on his face had been partially-torn when he slammed against the brick, freeing his left eye.

Rhino growled, "I am going to crush the life from your bones, bug."

A deep sense of dread crept into Mary Jane's stomach as Peter swung away, leaving her alone at the Osborn party. Peter never really knew the truth about why Mary Jane had rejected him four months prior. She didn't want to destroy Peter's friendship with Harry, but there was another reason as well. Mary Jane had learned Peter's big secret, she had learned that Peter Parker was also Spiderman. It was a reality that terrified her to the very deepest reaches of her heart.

Every time he didn't answer his cell phone, every missed date or late arrival, sent her into a frenzy of paranoia and fear. MJ found herself thinking of all the terrible ways that Peter might be hurt. Or worse, all the horrific manners in which he might die. It was too much to handle.

The worry never went away, though. She tried to step back and separate herself from it all. She tried to put some distance between her and Peter, in the hope that she wouldn't feel that unstoppable fear. But she failed. Every time she saw Spiderman on the news, every little scrape and blow he took on camera - all the distance in the world proved useless.

Mary Jane Watson loved Peter Parker. And now she planned to deal with it, instead of running away from it.

"Where's Pete?" Harry asked. MJ had been so deep in thought that she didn't even notice him coming out onto the balcony.

She did her best to come up with a credible lie, "Last minute call. Jameson had a photography assignment for him."

Harry leaned against the railing, slumping slightly as he did so, "That guy has the attention span of a goldfish. Actually, that might be an insult to goldfish."

"He does the best he can," MJ laughed a little. "On any given day, he's juggling more than anyone else I know."

"That's a good point," Harry admitted.

An awkward silence hung in the air.

MJ had to ask, "Are you really okay with this, Harry?"

"With what?"

"With me and Peter. Together," she said.

"Oh, that. Yes, totally," Harry replied. Then he added, "Do you really think I'd have gone to all this trouble, if I weren't?"

MJ shrugged, "Maybe? I don't know."

Harry shook his head, "I'm handsome and I'm rich. Don't worry about me, I'll be just fine."

This comment made MJ roll her eyes.

"Do you think it's going to work with Pete?" Harry pressed.

"I don't know," MJ admitted. "It's complicated… but I think we're going to try."

The next few seconds were little more than a blur as the Rhino furiously charged at Spiderman. He rolled out of the way swiftly, leaving the hulking super villain to crash into another building.

"I do not envy the guy who has to clean this up," Peter mused as he looked around desperately. He was starting to run out of plans, and the Rhino still had a lot of energy left.

"It's about to get a lot messier when I smear you on the sidewalk," Rhino growled. Then he threw another piece of rubble straight at Spiderman.

Seeing it coming from a mile away, Spiderman dove to safety as the cluster of bricks and concrete slammed into a storefront. The windows shattered in a magnificent explosion of splinters and shards. Glass plumed outwards and littered the ground for dozens of feet near the impact.

Spiderman webslinged himself to a higher vantage point, hands and feet gripping the side of a building as he looked down at the Rhino from a right angle. "Don't you have any other threats? I mean, come on, give me some variety here."

The Rhino didn't answer. Instead he howled in frustration and then leapt through the air. He soared much higher than Spiderman ever thought possible, forcing Spiderman to swing away in response. The Rhino hit the side of the building like a meteor. Even with the early warning of his spider-sense, there was nothing Spiderman could do to avoid all the raining bricks and rock. Several shards hit him like knives, while larger chunks slammed into him with the velocity of a bowling ball.

The ground always felt much more solid when Spiderman landed on it against his will. His head was spinning again when Rhino began falling towards him with a lethal weight. On pure instinct, Spiderman extended a hand and shot out a web. He pulled himself up and into the air before his brain even processed everything that was going on. His spider-sense went off again within a few milliseconds as the Rhino continued his vicious onslaught.

Peter had no idea when Rhino managed to pick one up, but Rhino threw the car like it weighed nothing. The Volkswagon bug sailed towards Spiderman with a speed that he found absolutely baffling. The irony was not lost on him as the car crashed into him and knocked him out of the sky, sending him tumbling down to the ground mid-swing.

The car was still on top of him when he landed. His superhuman endurance kept this from being fatal. Unfortunately he was exhausted and heavily injured, and didn't seem to have the strength to lift the car off of himself.

Rhino began advancing once again. This time, with Peter Parker trapped.

"Nothing funny to say?" Rhino gloated gleefully. "Go ahead. Make a joke."

Something about getting beaten to within an inch of his life was making the situation a lot less funny. Peter continued struggling to get the car off of him. It began to slide off, but only by a few inches. He needed time. It didn't seem like he was going to get it, as the Rhino drew closer and closer.

A loud report sounded through the air. The thunderous interruption was accompanied by a bullet bouncing off of the Rhino's horn. Momentarily stunned, he looked around and saw the source of the shot.

Gwen Stacy stood there, her pistol aimed at the Rhino. Her hands were steady and her eyes focused. A small dabble of sweat glistened along her forehead, but otherwise her composure was perfect.

"If you take one more step, the next bullet goes into your face!" she threatened. "Surrender!"

Senator Ethan Callahan was having a bad day.

The charges were preposterous and he knew it. He felt confident in his ability to win his day in court. But that didn't change the fact that someone was framing him for murder. It didn't change the fact that he was sitting in a jail cell when he was supposed to be in negotiations with Normon Osborn.

Normon Osborn. The thought occurred to Callahan that this turn of events was very fortuitous for the business tycoon. If anyone was going to frame Callahan, then Osborn was the prime suspect. But if that were true, then it meant there were probably many more surprises to be found. A man like Normon Osborn wouldn't be content doing a two-bit job. The evidence would likely be elaborate and very difficult to explain away.

As the day wore on Senator Callahan met with a handful of attorneys and discussed strategy. As the night crept forward he found himself sitting alone in his cell. That was when the Rhino's rampage began, sending the vast majority of the police force out to work damage control. Only a bare minimum of guards were left behind.

Callahan wasn't sure when it started, but he eventually noticed that the guard at his cell was staring at him. The man was very ordinary and plain - brown hair and listless brown eyes, a weak chin, and thin frame. He wore a patrol uniform, had no distinguishing marks of any kind, and blended into the background quite easily. But when the guard stared at Callahan, there was an intensity and menace that the Senator hadn't seen before.

"May I help you?" Callahan asked.

The guard smiled. His teeth were just a little too large, his lips a little too wide. "I think you can, Ethan."

The way the man spoke was increasingly unsettling.

"Do I know you?"

"Such an interesting question. I'm not even sure if I know myself," the guard went on. He unlocked the cell and wandered in, closing the door behind him.

Callahan stepped back a bit, "What are you doing?"

The man took a strange device out of his pocket - a small sphere made of silver.

"There was once a man named Quentin Beck. More commonly known as Mysterio. He was… something of a genius, really. Did you know that he created a kind of acid that only melts human flesh?" the guard took several steps closer.

A surge of fear formed in Callahan's chest, creating a twist in his gut.

"Do you recognize me, Ethan? Does my voice ring any bells? What about my face?" as the man spoke, ripples twisted his flesh into odd patterns. Lumps grew and bulged beneath his skin. The shape of his face changed. "You, Normon Osborn, Curt Connors, and Spiderman took my life away from me… now, I'm going to destroy everything you believe in."

When he finished that last sentence, the man's face was different. Now he looked exactly like Ethan Callahan. The fake-Callahan went on, "And I'm going to do it while I steal your life, Ethan."

"Oh god… you…"

"Yes…" said the Chameleon, "Me."

Then, the Chameleon threw the sphere. It dispersed a fine mist into the air around Callahan. The Senator screamed in agony as his body melted. But the security cameras were disabled, and there were no other guards nearby. The Chameleon then stole the Senator's clothes, preparing for the next stage of his plan.

It didn't take long for Gwen to realize what a huge mistake she was making. Rhino turned towards her and began to charge. She fired several more shots, but all he had to do to deflect them was tilt his head. The bullets bounced off harmlessly, and several tons of angry metal super villain were suddenly bearing down on her.

A rush of panic gave Spiderman renewed energy as he saw the Rhino attacking. He took hold of the car that pinned him down and lifted with all his strength. Crying out as he did so, Spiderman managed to push himself free. His legs were throbbing in pain, his head was fuzzy, and his costume was ruined. Sweat and blood flowed freely from him and he had no idea where one ended and the other began at any point on his body.

But before the Rhino got to Gwen Stacy and killed her, a glob of webbing connected to his back. With a violent pull, Spiderman jerked Rhino right off his feet.

"Get out of here!" Spiderman shouted to Gwen.

For a flicker of a moment, she thought she recognized the voice. That brief instant passed though. She decided it was smart to take his advice, and ran back in the direction of the police blockade. A single cop wasn't going to do any more good in this fight.

There was a limp in his step as Spiderman gaited towards Rhino. He knew that he didn't have very long before the giant got back onto his feet. At this point, he couldn't afford to let that happen. It was clear that the fight wasn't going in Peter's favor.

Spiderman got to the Rhino and kicked him square in the face. He held no regard for the safety of his enemy this time. Instead he put every last ounce of force that he could summon into the blow. A horrible snap pressed upon the heel of his foot as it crushed Rhino's nose. The man howled in pain as a geyser of blood spewed out. Spiderman didn't relent. He kicked again, again putting all his weight and strength behind it.

This time Rhino went down, his body falling limp on the pavement.

Several seconds passed. As his heartbeat slowed, Spiderman started to feel a tremble in his limbs. He was in shock. It began to ebb soon and was instead replaced by guilt. Suddenly, when the adrenaline was fading, he found himself praying that he had not just killed a man.

The shallow rise and fall of Rhino's chest began, and Peter felt a relief that was utterly baffling for all its sincerity. This man would not have hesitated to murder hundreds more people, including Peter himself. That didn't change the fact that Peter did not want to kill the Rhino.

With relief in his heart, Spiderman left. He swung away before the authorities could close in to try and arrest the both of them.

**To Be Continued**


End file.
